Placing and Subscription
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (TOGETHER THE "RESTRICTED JURISDICTIONS" AND EACH BEING A "RESTRICTED JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICE IN APPENDIX II TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN GENINCODE PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF GENINCODE PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
21 December 2023
GENINCODE PLC
("GenInCode" or the "Company")
Placing and Subscription to raise a minimum of £4.0 million
Retail Offer to raise up to £1.0 million
at a price of 5 pence per share
and
Notice of General Meeting
GenInCode plc (AIM: GENI.L), the polygenics company focused on the prevention of cardiovascular disease ("CVD"), today announces its intention to raise a minimum of £4.0 million through a placing and subscription. The raise will include a minimum of 67,576,000 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") ("Placing Shares") at the issue price of 5 pence per share ("Issue Price") to new and existing institutional investors ("Placees") to raise gross proceeds of a minimum of £3.38 million (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild ("ABB") which will be launched immediately following this announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.
The Company proposes to raise a further £0.62 million (before expenses) by way of a proposed subscription, comprising the issue of 12,424,000 new Ordinary Shares ("Subscription Shares") at the Issue Price (the "Subscription") to Santi - 1990 SL and certain Directors.
In addition, the Company intends to carry out a separate retail offer of up to 20,000,000 new Ordinary Shares ("Retail Shares" and together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at the Issue Price to raise further gross proceeds of up to £1.0 million via Bookbuild (the "Retail Offer" and together with the Placing and the Subscription, the "Fundraising") to provide existing retail shareholders in the United Kingdom with an opportunity to participate in the Retail Offer. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Placing or Subscription.
Transaction Highlights:
· GenInCode is conducting a conditional Placing and Subscription to raise a minimum of £4.0 million (before expenses) through the proposed issue of a minimum 80,000,000 New Ordinary Shares.
· The Placing is expected to raise a minimum of £3.38 million through the issue of a minimum of 67,576,000 Placing Shares.
· Santi - 1990 SL and certain Directors of the Company intend to enter into the Subscription and will conditionally subscribe for 12,424,000 Subscription Shares raising £621,200 in aggregate.
· The Issue Price of 5 pence represents a discount of 7.1 per cent. to the closing middle market price of 5.38 pence per Ordinary Shares on 20 December 2023, being the last business day prior to the announcement of the Fundraising.
· The gross proceeds of the Fundraising, which are expected to amount to at least £4.0 million (and up to a further £1.0 million assuming full take up of the Retail Offer), will be used to fund its US regulatory, reimbursement, and commercialisation program, its EU and UK expansion program and corporate costs for runway to Q1 2025.
· Completion of the Fundraising is conditional, inter alia, upon approval of certain shareholder resolutions (at the general meeting of the Shareholders to be held on 9 January 2024 (the "General Meeting").
A circular, containing further details of the Fundraising and the notice of the General Meeting to be held at 11.00 a.m. on 9 January 2024 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 22 December 2023 (the "Circular"). Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the ABB. Following its publication, the Circular will be available on the Group's website at https://investors.genincode.com/.
For further information contact:
GenInCode
Matthew Walls, CEO www.genincode.com or via Walbrook PR
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
(Nominated Adviser and Broker)
Giles Balleny/Dan Hodkinson (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Michael Johnson/Dale Bellis (Sales)
Notes:
References to times in this Announcement are to London time unless otherwise stated.
The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to London Stock Exchange plc (the "London Stock Exchange") and, where appropriate, Shareholders. Shareholders may not receive any further written communication.
Further information on the Fundraising and Admission is included in Appendix I below. Attention is also drawn to the section headed 'Important Information' of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in Appendix II to this Announcement.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility, of the Company.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser, lead broker and bookrunner to the Company in connection with the Placing. The responsibilities of Cavendish as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person. Cavendish will not be responsible to any person other than the Company for providing the protections afforded to clients of Cavendish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Cavendish is not making any representation or warranty, express or implied, as to the contents of this Announcement. Cavendish has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan, or the Republic of South Africa, and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan, or the Republic of South Africa.
The distribution or transmission of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into a Restricted Jurisdiction. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Appendix II to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix II) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix II.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX I - EXTRACT FROM THE CIRCULAR
Introduction
On 22 December 2023, the Company announced that it had conditionally raised £4.0 million including approximately £3.38 million (before expenses) through the Placing by the proposed issue of 67,576,000 Placing Shares at the Issue Price and a further £0.62 million (before expenses) by way of a proposed Subscription, comprising the issue of 12,424,000 Subscription Shares at the Issue Price.
Furthermore, the Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer on Bookbuild to raise a maximum of £1.0 million (assuming full take up of the Retail Offer) through the issue of up to 20,000,000 Retail Shares at the Issue Price. The Retail Offer is expected to close on 27 December 2023.
The Fundraising consists of the Placing, the Subscription and the Retail Offer and will raise up to £5.0 million in aggregate, assuming full take up of the Retail Offer. The Fundraising is conditional on, inter alia, the Resolutions being passed by the Shareholders at the General Meeting and Admission becoming effective.
You will find at the end of this document a notice convening a general meeting to be held at Cavendish Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL on 9 January 2024 at 11:00 a.m. to consider and, if thought appropriate, pass the Resolutions which will permit the directors of the Company to issue and allot the New Ordinary Shares and to do so for cash free of pre-emption rights.
Subject to Shareholder approval of the Resolutions at the General Meeting, application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 10 January 2024 (or such later date as the Company and Cavendish may agree, but not later than 31 January 2024).
Subject to the Resolutions being passed by Shareholders at the General Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.
The Issue Price represents a discount of approximately 7.1 per cent. to the Closing Price of 5.38 pence per Existing Ordinary Share on 20 December 2023, being the latest practicable date prior to the announcement of the Fundraising.
The purpose of this document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions as they intend to do in respect of their respective shareholdings. A notice convening the General Meeting to approve the Resolutions is set out at the end of this document.
Importance of vote
If the Resolutions are not approved by Shareholders at the General Meeting, the Fundraising would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's reducing cash position, it would be likely that the Company would have to severely restrict its costs, potentially impacting its ability to commercialise its products and generate value for the Group.
Background to and reasons for the Fundraising
Background
GENinCode is engaged in the risk assessment, prediction and prevention of cardiovascular disease ("CVD"). CVD is the leading cause of death worldwide accounting for approximately 18 million deaths annually representing approximately 31 per cent. of all deaths worldwide with the global cost of CVD estimated to reach approximately $1.04 trillion by 2030.
The Company's products and technology have been developed with the aim of predicting the onset of CVD and providing a personalised treatment pathway for patient management. The Company's products have been the subject of clinical studies on over 75,000 patients to assess and predict the onset of CVD.
The Company's product portfolio draws on genomic precision testing using polygenic (multiple-genes) technology, advanced molecular testing, genotyping and sequencing. Through a simple blood or saliva sample, the Company's lead product CARDIO inCode-Score (CIC-SCORE) assesses genetic variants associated with CVD to calculate a Polygenic Risk Score (PRS) which, combined with a patient's clinical information, determines a patient's cardiovascular risk.
The Company also provides a genetic diagnostic test that analyses genes most frequently associated with hypercholesterolemia (high levels of Cholesterol) and familial hypercholesterolemia as well as a risk assessment for thrombosis (genetic predisposition to blood clotting). The Company's SITAB system, a proprietary software, bioinformatics and algorithmic platform with online cloud-based reporting, is used to process and record test results and genetic information and, using algorithms and artificial intelligence, assesses a patient's risk of a cardiovascular event. The SITAB system reports results directly via a web portal to healthcare practitioners, cardiologists and physicians, in a user-friendly format.
With CVD mortality levels continuing to rise globally, and 'traditional' risk assessments recognised as imperfect, there is an increasing need for cardiologists to apply genetics to help advance patient prognosis and diagnosis to treat the onset of CVD. The Company's products combine predictive models of genetics and patient data using classic cardiovascular risk factors (CVRFs) and are designed to improve predictive capability and genetic risk assessment to provide a personalised treatment pathway.
GENinCode's product portfolio
The Company's key products are CE-Marked with CARDIO inCode, THROMBO inCode and LIPID inCode generating revenues in European countries, primarily to date in Spain. The Company has now commenced its expansion strategy in Europe, the UK and the US, which the Company considers to be its core markets. The Company's product portfolio currently includes:
CARDIO inCode-Score ("CIC-SCORE")
A significant proportion of cardiovascular events takes place in individuals clinically classified in low and intermediate risk groups based on traditional (non-genetic) cardiovascular risk factors (Marrugat et al., 2011; Iribarren et al., 2016). Genetic risk assessment in addition to clinical risk assessment provides a more accurate cardiovascular lifetime risk assessment to identify those patients at the highest overall risk of coronary heart disease.
CARDIO InCode Score is a patented genetic test that analyses the most important genetic variants (SNP variants) in an individual's DNA related to CVD risk thereby reclassifying patients into more accurate risk categories compared to current standards.
LIPID inCode® ("LiC")
Familial Hypercholesterolemia (FH) is a global autosomal (inherited) genetic disorder of lipid metabolism causing raised blood cholesterol, the early onset of cardiovascular disease and premature mortality (mainly from heart attacks). FH responds well to drug treatment so early diagnosis is vital.
LIPID inCode is a genetic diagnostic test that analyses genes most frequently associated with hypercholesterolemia (high levels of Cholesterol) and familial hypercholesterolemia and other polygenic dyslipidaemias. The test also evaluates other important genetic aspects to guide and adjust patient treatment for hypercholesterolemia.
THROMBO inCode ("TiC")
The THROMBO inCode genetic test analyses genetic SNP variants related to hereditary thrombophilia (blood clotting) and the risk of venous thromboembolism (VTE). THROMBO inCode genetic diagnosis has been published in a number of scientific studies and the Company's test has been implemented in several hospitals and laboratories in Europe. THROMBO inCode provides individuals who have a family history of thrombosis with detailed information regarding hereditary thrombophilia to help prevent the occurrence of thrombosis and identify treatment pathways, as well as reduce the risk of thrombosis.
Risk of Ovarian Cancer Algorithm (ROCA Test)
The ROCA Test is focused on early detection of ovarian cancer in genetically high-risk populations (primarily BRCA1 and BRCA2 pathogenic variants) who defer risk-reducing surgery. The ROCA Test is a surveillance test rather than a 'one off' DNA based test so a single patient would represent a recurring revenue opportunity.
Discussions are starting with NHS on adoption of ROCA for NHS monitoring and the recently published draft NICE Ovarian Cancer guidelines include recommendation for ROCA to be carried out serially every 4 months using ROCA with a call and recall mechanism. Final form guidance is due for publication March 2024.
Growth Strategy
The Company has developed a three-region strategy, targeting the US, the UK and Europe. These clearly represent significant market opportunities, particularly the US, which we expect to be a key driver of revenue growth for GENinCode.
US Strategy
The Directors have identified the US as being its key market as genetic testing gains wider acceptance as a tool for assessing CVD risk aligned with personalised treatment pathways. Interest for both CARDIO inCode and LIPID inCode has been identified and first US revenues are anticipated in Q4 2023.
CARDIO inCode-Score ("CIC-Score")
The Company's US approach to initial market entry is through Early Access Programs (free of charge testing) with 40 'top tier' institutional sites which are currently onboarding, with 27 signed up to date. In addition, the Company is building market awareness for its technology through key opinion leaders and strategic health collaborations and a direct sales team supported by commercial partnerships to reach its core target market of healthcare networks, institutions, clinics and cardiologists.
The regulatory route for CARDIO inCode within the US is well-defined. As announced on 29 November 2023, the Company has transitioned its FDA pre-market notification for CARDIO inCode to a De Novo submission with expected approval in Q2 2024, subject to any further queries from the FDA. While an FDA approved product would allow the test to be scaled in a 'kit' format with testing undertaken in third party labs, the Company will also continue to provide test services for CARDIO inCode sales directly from its CAP and CLIA certificated laboratory in Irvine, California.
Importantly on the reimbursement side CARDIO inCode has received CPT PLA coding (0401U) approved by American Medical Association and received positive support from the Centers for Medicare and Medicaid Services (CMS) for a price of $760/test with reimbursement discussions ongoing with the CMS for pricing inclusion the Clinical Lab Fee Schedule. The Company has also announced a clinical utility study with MedStar Health to support CMS and private payer reimbursement for CARDIO inCode. The Company has also entered into an agreement with Senergene to act as its Revenue Cycle Manager (RCM) handling US billing, benefits investigation, and cash collection.
The Total Addressable Market for CARDIO inCode is expected to be $10.5Bn and the Serviceable Available Market for the product expect to be $4.5Bn. Market scoping interviews undertaken with potential prescribers of CARDIO inCode indicate an initial US target market of 21 million patients of which ~8.5 million would likely be prescribed CiC-SCORE by their physician, if covered by insurance.
LIPID inCode
LIPID inCode Familial Hypercholesterolemia (FH) testing represents an estimated $1.8Bn market opportunity in the US underpinned by an estimated US population of 1.5 million patients suffering with FH.
The Directors believe GENinCode is well placed to take advantage of this market opportunity with LIPID inCode expected to be the first commercially available Monogenic + polygenic LDL-C + Coronary Heart Disease (CHD) risk test offered in the US market. The commercialisation strategy includes a targeted engagement plan focused on engaging the top 250 US physicians in lipidology and preventative cardiology as well as supporting key institutional programs and conferences with FH foundation, National Lipid Association (NLA), and the American Society of Preventative Cardiology (ASPC).
Familial hypercholesterolemia (FH) genetic testing has been classified by the Centers for Disease Control (CDC) as a 'Tier 1' public health status with established ICD-10 and CPT Codes for FH testing. Based on the strength of the LIPID inCode test the Company expects rapid adoption of testing based on a comprehensive diagnostic and risk assessment panel, competitive pricing and favorable reimbursement policies for testing with hospital Integrated Delivery Networks (IDNs), regional, and national payers.
UK Strategy
In the UK the commercialisation strategy has initially focussed on delivering and proving the provision of LIPID inCode within the NHS and the Company is building relationships with leading medical institutions in the NHS and the Health Innovation Networks (HINs). FH is estimated to affect, 1 in 250 of the UK population i.e., between 230k-260k people. Roughly 7% of this population have been genetically diagnosed in England and NHS target is to detect 25% of FH population by 2024.
Following the Company's positive published results in January 2022 of its LIPID inCode NHS clinical study undertaken at the Royal Brompton and Guys & St Thomas' Trust, the largest specialist heart and lung centre in the UK, and the recent successful completion of the AHSN pilot scheme, the NHS have now adopted LIPID inCode in the North of England. Within this population, LIPID inCode will detect and diagnose people with high cholesterol, a known important risk factor for the development of CVD.
As announced on 2 May 2023, NHS funding has been earmarked to accelerate LIPID inCode testing to improve the diagnosis and treatment of FH to prevent CVD. The Directors believe that LIPID inCode testing can provide improved turnaround times at reduced cost to the NHS compared to current testing and will support the delivery of the NHS 10 Year Plan that identified CVD as a clinical priority and the single largest condition where lives can be saved by the NHS over the next 10 years.
Europe Strategy
GENinCode's key EU products are CE-Marked, with CARDIO inCode, THROMBO inCode and LIPID inCode already generating revenues in Europe, primarily in Spain.
The Company intends to support its expansion plans in Europe through strategic alliances for each of its products. These include the collaboration with Synlab within IVF Clinics and Longwood.
Revenue growth is driven via regional and collaborative partnerships, with new tenders for THROMBO inCode and LIPID inCode delivering growing revenues for the business. Roll-out of CARDIO inCode has begun within selected Spanish regions, including the Extremadura Region where CARDIO inCode is being piloted in a Primary Care setting. The Company is also preparing to implement CARDIO inCode pilots in Andalucía and Catalunya.
In addition, the Company is expanding operations in Italy through collaboration with Fondazione SISA (LIPID inCode) as well as expanding LIPID inCode in the German market with Uniklinikum (based on NHS model).
Current trading and Outlook
GENinCode released its unaudited interim results for the period ended 30 June 2023 on 20 September 2023, reporting revenues for the half year period of £0.95m (H1 2022: £0.64m), an increase of 43% year-on-year, and adjusted EBITDA loss of £3.4m (H1 2022: £2.3m loss), reflecting increased investment in support of US and UK launch of LIPID inCode® and CARDIO inCode-Score. The Company also reported cash reserves of £5.2m (H1 2022: £12.4m).
The Board anticipates that GENinCode will meet the current market expectations for the year ending 31 December 2023.
Reasons for the Fundraising
The Group will focus on completion of its US regulatory and reimbursement program whilst driving initial commercialisation in the US, expanding its activities in the UK and Europe whilst positioning the Company on a pathway to breakeven/profitability over the medium term. The objective of financing will be to deliver FDA approval for CARDIO inCode, commence initial US revenues and gain growing and material traction with the NHS with working capital out to Q1 2025.
Use of proceeds of the Fundraising
As announced on 21 December 2023, the Company has conditionally raised gross proceeds of approximately £4.0 million by way of the Placing and the Subscription. The Retail Offer will be up to a maximum additional amount of £1.0 million. The use of proceeds will be:
US regulatory, reimbursement, and commercialisation program £1.75m
EU expansion program £0.75m
UK Expansion program £0.75m
Corporate costs for runway to Q1 2025 £0.75M
Details of the Fundraising
The Placing
The Company has conditionally raised approximately £4.0 million (before expenses) by way of a conditional placing by Cavendish, as agent to the Company, of 80,000,000 New Ordinary Shares at the Issue Price pursuant to the Placing Agreement.
The Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 10 January 2024 (or such later date as Cavendish and the Company may agree, being not later than 8.00 a.m. on 31 January 2024).
Under the terms of the Placing Agreement, Cavendish, as agent for the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Company has given certain customary warranties to Cavendish in connection with the Fundraising and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities it may incur in undertaking the Fundraising. Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for a material breach of any of the warranties. The Placing is not being underwritten.
The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.
The Subscription
The Company proposes to raise up to £0.62 million (before expenses) by way of a proposed subscription, comprising the issue of up to 12,424,000 Subscription Shares at the Issue Price. The Subscription is not being underwritten.
Certain Directors have entered into Subscription Letters to subscribe for 2,620,000 Subscription Shares representing £0.13 million, at the Issue Price. The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 10 January 2024 (or such later date and/or time as Cavendish and the Company may agree, being not later than 8.00 a.m. on 31 January 2024).
The Retail Offer
The Company values its retail Shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price. The Retail Offer is separate from the Placing and the Subscription and Cavendish owes the Company no obligations in respect of the Retail Offer.
The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/L18V91/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the Retail Offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 22 December 2023. The Retail Offer is expected to close at 4:30pm on 27 December 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection. The Retail Offer is not being underwritten.
It is important to note that once an application for Retail Shares has been made and accepted via an Intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Shares will not exceed £1.0m (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the FSMA, will apply to the Retail Offer.
A separate announcement will be made by the Company regarding the Retail Offer and its terms.
The Retail Offer remains conditional on, inter alia:
(a) the Placing being or becoming wholly unconditional;
(b) Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 10 January 2024 or such later time and/or date as Cavendish and the Company may agree.
Conditional on Admission taking effect, up to 20,000,000 Retail Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £1.0 million (before expenses). The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).
Application will be made to the London Stock Exchange for Admission of the Retail Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 10 January 2024, at which time it is also expected that the Retail Shares will be enabled for settlement in CREST.
If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Settlement and Dealings
The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 10 January 2024 and that dealings will commence at the same time.
In accordance with the provisions of the Disclosure and Transparency Rules of the FCA, the Company confirms that, immediately following Admission, its issued share capital will comprise 195,816,866 Ordinary Shares of 1 pence each (assuming full take up of the Retail Offer). All Ordinary Shares shall have equal voting rights and, following the Fundraising, none of the Ordinary Shares will be held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 195,816,866 (assuming full take up of the Retail Offer).
Participation of the Directors in the Fundraising
As outlined above certain Directors have agreed to subscribe for New Ordinary Shares pursuant to the Subscription. The number of New Ordinary Shares subscribed for by each Director and their resulting shareholdings upon Admission are set out below:
|
Name |
Number of existing Ordinary Shares |
Percentage of Existing Issued Share Capital |
Number of Subscription Shares allocated(1) |
Number of Ordinary Shares held following Admission |
Percentage of Enlarged Share Capital following Admission(2) |
|
Jordi Puig |
14,482,500 |
15.11 |
120,000 |
14,602,500 |
7.5% |
|
Matthew Walls |
10,762,500 |
11.23 |
1,000,000 |
11,762,500 |
6.0% |
|
Sergio Olivero |
3,574,000(3) |
3.73 |
600,000 |
4,174,000 |
2.1% |
|
Paul Foulger(4) |
568,182 |
0.59 |
300,000 |
868,182 |
0.4% |
|
Huon Gray |
- |
- |
500,000 |
500,000 |
0.3% |
|
Felix Freuh |
- |
- |
100,000 |
100,000 |
0.1% |
(1) The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.
(2) Assuming the Retail Offer is subscribed in full.
(3) Aggregated with the interests of his wife, Sonia Rodriguez Clemente, who holds 3,150,000 Ordinary Shares in the Company.
(4) Subscription to be undertaken by Paul Foulger's wife, Laura Deegan. Aggregated with the interests of his wife, Paul Foulger holds 568,182 Ordinary Shares in the Company.
Related party transactions
Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.
The conditional Subscriptions for New Ordinary Shares by certain Directors as outlined above constitute related party transactions pursuant to Rule 13 of the AIM Rules. William Rhodes as independent director, having consulted with the Company's nominated adviser, Cavendish, considers that the terms of the participation in the Fundraising by Matthew Walls, Sergio Olivero, Jordi Puig, Huon Gray, Paul Foulger and Felix Freuh is fair and reasonable insofar as the Company's Shareholders are concerned.
Santi-1990 SL and Maven Income and Growth VCTs
Santi-1990 SL, an undertaking controlled by Nestor Oller, is a substantial Shareholder in the Company as it holds 10.84% of the Existing Ordinary Shares. Furthermore, Maven Income and Growth VCTs is a substantial Shareholder in the Company as it holds 11.08% of the Existing Ordinary Shares.
Consequently, Santi-1990 SL and Maven Income and Growth VCTs are considered to be related parties of the Company for the purposes of Rule 13 of the AIM Rules for Companies. Santi-1990 SL is subscribing for 9,804,000 Subscription Shares under the Subscription and Maven Income and Growth VCTs are subscribing for 13,000,000 Placing Shares, representing 5.58% and 7.39% of the Enlarged Share Capital respectively (assuming completion of the Placing and the Subscription and no take up under the Retail Offer).
The subscriptions by Santi-1990 SL and Maven Income and Growth VCTs constitute related party transactions for the purposes of the AIM Rules for Companies. The Directors who are independent of these transactions, being William Rhodes, Matthew Walls, Sergio Olivero, Jordi Puig, Huon Gray, Paul Foulger and Felix Freuh, having consulted with the Company's nominated advisor, Cavendish Capital Markets Limited, consider that that the participation in the Fundraising by Santi-1990 SL and Maven Income and Growth VCTs are fair and reasonable insofar as the Shareholders are concerned.
General Meeting
A notice convening the General Meeting to be held at Cavendish Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL on 9 January 2024 at 11:00 a.m. is set out in Part II of this document, to consider and, if thought appropriate, pass the following resolutions:
· Resolution 1 which is an ordinary resolution to authorise the Directors to allot equity securities up to a maximum aggregate nominal amount of £1,000,000 pursuant to the Fundraising; and
· Resolution 2 which is a special resolution and is conditional on the passing of resolution 1, to authorise the Directors to issue and allot equity securities on a non-pre-emptive basis up to a maximum aggregate nominal amount of £1,000,000 in respect of the Fundraising, each as referred to in Resolution 1.
The authorities granted pursuant to the Resolutions will expire on 1 February 2024 or if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024.
Resolution 1 will be proposed as an ordinary resolution. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.
Resolution 2 will be proposed as a special resolution. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Action to be taken
Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy for the General Meeting. This will ensure that your vote will be counted even if attendance at the General Meeting is restricted or you are unable to attend.
If you would like to vote on the Resolutions, you may appoint a proxy by completing, signing and returning the Form of Proxy to the Company's Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL so that it is received no later than 11.00 a.m. on 5 January 2023.
Alternatively, you can vote electronically at www.signalshares.com or via the LinkVote+ app. LinkVote+ is a free app for smartphone and tablet provided by Link Group (the company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
Alternatively, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, the Company's Registrar, Link Group (CREST Participant ID RA10), no later than 11.00 a.m. on 5 January 2023.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 5 January 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
The appointment of a proxy will not preclude you from attending the meeting and voting in person should you wish to do so.
If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through the Company's website at https://investors.genincode.com/ and by announcement via a RIS.
All resolutions for consideration at the General Meeting will be voted on by way of a poll, rather than a show of hands. This means that Shareholders will have one vote for each Ordinary Share held. The Company believes that this will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of any Shareholders who are unable to attend the General Meeting but who have appointed the Chairman as their proxy for the General Meeting.
Recommendation
The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 29,387,182 Ordinary Shares, representing approximately 30.67 per cent. of the Existing Issued Share Capital.
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any Restricted Jurisdiction. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Cavendish Capital Markets Limited, or Cavendish Affiliates or GENinCode Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation and the EU Prospectus Regulation from the requirement to produce a prospectus. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing ordinary shares in the capital of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with Cavendish Capital Markets Limited ("Cavendish") (the Company's Nominated Adviser and sole broker and bookrunner in connection with the Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, Cavendish has, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the bookbuilding process described in this Announcement and as set out in the Placing Agreement ("Bookbuilding Process").
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of association of the Company (the "Articles"), be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement ("Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 10 January 2024.
Bookbuilding Process
Commencing today, Cavendish will be conducting the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Cavendish will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Cavendish. Cavendish and Cavendish Affiliates are entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 7.00 a.m. on 22 December 2023, but may be closed at such earlier or later time as Cavendish may, in its absolute discretion (after consultation with the Company), determine. The announcement containing the results of the accelerated bookbuild will be released following the close of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Cavendish's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Cavendish. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, Cavendish will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Cavendish's oral confirmation of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and Cavendish pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that trade confirmation.
Cavendish reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Cavendish also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Cavendish and the Company.
Each Placee's obligations will be owed to the Company and to Cavendish. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Cavendish, as agent of the Company, to pay to (or as Cavendish may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Cavendish, any holding company of Cavendish, any subsidiary of Cavendish, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Cavendish Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Cavendish, any Cavendish Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Cavendish may determine.
All times and dates in this Announcement may be subject to amendment. Cavendish shall notify the Placees and any person acting on behalf of the Placees of any changes.
Information to Distributors
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive EU 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment" and, together with the UK Target Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessments, Cavendish will only procure investors who meet the criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS (for the purposes of the UK Target Market Assessment) or MiFID II (for the purposes of the EU Target Market Assessment); or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Persons who are invited to and who choose to participate in the Placing, by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placing Shares has been given and who has been invited to participate in the Placing by Cavendish.
All obligations of Cavendish under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Cavendish under the Placing Agreement are conditional, amongst other things, on:
1. the placing results announcement being released at the relevant time;
2. the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times during the period up to and including the date of Admission;
3. the Placing Shares having been allotted, conditional only on Admission;
4. the Subscription Shares having been allotted, conditional only on Admission, and payment for such Subscription Shares having been received by the Company prior to Admission;
5. the Company raises a minimum of £4.0 million pursuant to the Placing and Subscription;
6. the performance by the Company in all material respects of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
7. there not occurring, in the opinion of Cavendish (acting in good faith), a material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
8. the general meeting of the Company having taken place on the date set out in the notice of general meeting and each of the resolutions having been passed thereat by the requisite majority; and
9. Admission occurring not later than 8.00 a.m. on or around 10 January 2024 or such later time and/or date as Cavendish may agree in writing with the Company (but in any event no later than 8.00 a.m. on 31 January 2024).
If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Cavendish), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Cavendish, the Company, any Cavendish Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "GENinCode Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Cavendish's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Cavendish may, at any time before Admission and in its absolute discretion, terminate the Placing Agreement with immediate effect if, amongst other things:
1. any statement contained in the Placing Documents is, or has become, or has been discovered to be untrue, incorrect or misleading in any material respect;
2. any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
3. the Company has failed to or is unable to comply with any of its obligations under the Placing Agreement;
4. trading in the Company's shares on AIM is suspended or cancelled;
5. the appointment of Cavendish as agent of the Company is terminated for whatever reason;
6. in the opinion of Cavendish (acting in good faith), there has been a material adverse change or any development reasonably likely to involve a prospective material adverse change (including, but not limited to, the deterioration of the health of any key member of management of the Company), in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group as a whole taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of Placing Agreement, since the date of the Placing Agreement; and
7. in the opinion of Cavendish (acting in good faith), there has been, (i) any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis whether or not foreseeable at the date of this Agreement, (ii) a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange or trading is limited or minimum prices established on any such exchange; (iii) a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which would or would be likely to prejudice materially the Company or the Fundraising, or make the success of the Fundraising doubtful or makes it impracticable or inadvisable to proceed with the Fundraising, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Cavendish may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to any director of the Company), terminate this Agreement with immediate effect.
By participating in the Placing, each Placee agrees with Cavendish that the exercise by Cavendish of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish and that Cavendish need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Cavendish, any Cavendish Affiliate nor any GENinCode Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement. In the United Kingdom, this Announcement is being directed solely at and distributed and communicated solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Cavendish and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Cavendish Affiliate, any persons acting on its or their behalf or the Company or any Cavendish Affiliate and none of Cavendish, any Cavendish Affiliate, any persons acting on their behalf, the Company, any GENinCode Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Cavendish for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Cavendish reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as Cavendish may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
|
Trade Date |
8 January 2024 |
|
Settlement Date |
10 January 2024 |
|
ISIN Code |
GB00BL97B504 |
|
SEDOL |
BL97B50 |
|
CREST ID for Cavendish |
601/KLCLT |
Each Placee allocated Placing Shares in the Placing will be sent either a contract note or a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Cavendish and settlement instructions. Placees should settle against the Cavendish CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Cavendish.
It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Cavendish.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above the base rate of Barclays Bank Plc as determined by Cavendish.
Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Cavendish's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Cavendish nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, undertakes, acknowledges, understands and agrees (for itself and for any such prospective Placee) in favour of Cavendish and the Company that (save where Cavendish expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares or is required under the EU Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold harmless each of the Company, Cavendish, Cavendish Affiliates and GENinCode Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
4. the Placing Shares will be admitted to AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and the UK version of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and other applicable laws and regulations (the "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of and has reviewed the contents of the Exchange Information;
5. none of Cavendish, any Cavendish Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf to provide it with any such material or information;
6. (i) none of Cavendish or any Cavendish Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings, agreements or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible to any person other than the Company for providing protections afforded to its clients;
7. the content of this Announcement is exclusively the responsibility of the Company and that none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company. None of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that Cavendish, any Cavendish Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
8. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither received nor relied on any inside information for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its participation in the Placing;
10. if it has received any inside information (for the purpose of UK MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of UK MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); and (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;
11. it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to the Company contained in any research reports prepared by Cavendish or any Cavendish Affiliate or any person acting on their behalf and understands that (i) none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company; (ii) none of Cavendish, nor any Cavendish Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Cavendish, nor any Cavendish Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
13. (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Cavendish or any Cavendish Affiliate or GENinCode Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
14. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
15. it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
16. its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;
17. it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
18. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
19. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
20. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus Regulation;
21. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and agrees that this Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
22. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under the CJA and UK MAR; (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it is a UK Qualified Investor and (d) it is a person to whom this Announcement may otherwise lawfully be communicated;
25. if it is within a Relevant State, it is an EU Qualified Investor;
26. its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
27. it (and any person acting on its behalf) has the funds to pay for the Placing Shares for which it has agreed to subscribe and it will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Cavendish (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Cavendish may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
28. none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Cavendish, nor any Cavendish Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Cavendish's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
29. (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Cavendish nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Cavendish which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
30. any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;
31. it irrevocably appoints any director of Cavendish as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
32. it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;
33. any person who confirms to Cavendish on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Cavendish to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Cavendish will be responsible. If this is the case, the Placee should take its own advice and notify Cavendish accordingly;
35. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
36. when a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Cavendish in the course of its business; and the Placee will rank only as a general creditor of Cavendish (as the case may be);
37. in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Cavendish's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Cavendish and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
38. the Company, Cavendish, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;
39. the basis of allocation will be determined by Cavendish and the Company at their absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
40. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
41. irrevocably authorises the Company and Cavendish to produce this Announcement pursuant to, in connection with, or a may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
42. its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
43. time is of the essence as regards its obligations under this Appendix;
44. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cavendish;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with the laws of England and Wales and it submits to the exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Cavendish in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
47. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
48. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Cavendish (for their own benefit and, where relevant, the benefit of any Cavendish Affiliate or GENinCode Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish, any Cavendish Affiliate, any GENinCode Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Cavendish will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that any of the Company or any GENinCode Affiliate or Cavendish or any Cavendish Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Cavendish shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Cavendish does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish or for affording advice in relation to the Placing or Admission, or any other matters referred to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and agrees that Cavendish or any Cavendish Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of Cavendish and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Cavendish and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as Cavendish may reasonably request.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
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